-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, LmE6JK7UVnhLiVTe++PCvh6Ng4FZOYhzT0dH7HYbzjnUNkWKWsO6Z404mXnQPvST 7BN5yVtjVGUtSY6wjUsxWw== 0000950130-99-004643.txt : 19990810 0000950130-99-004643.hdr.sgml : 19990810 ACCESSION NUMBER: 0000950130-99-004643 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 19990809 EFFECTIVENESS DATE: 19990809 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ROBERTS PHARMACEUTICAL CORP CENTRAL INDEX KEY: 0000853022 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 222429994 STATE OF INCORPORATION: NJ FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-84821 FILM NUMBER: 99681461 BUSINESS ADDRESS: STREET 1: MERIDIAN CENTER II STREET 2: 4 INDUSTRIAL WAY W CITY: EATONTOWN STATE: NJ ZIP: 07724 BUSINESS PHONE: 7326761200 MAIL ADDRESS: STREET 1: 4 INDUSTRIAL WAY WEST STREET 2: 4 INDUSTRIAL WAY WEST CITY: EATONTOWN STATE: NJ ZIP: 07755 S-8 1 FORM S-8 As filed with the Securities and Exchange Commission on August 9, 1999 Registration No. 333 - _______ ================================================================================ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ------------------- FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ------------------- ROBERTS PHARMACEUTICAL CORPORATION (Exact name of registrant as specified in its charter) New Jersey 22-2429994 (State or Other Jurisdiction (I.R.S. Employer of Incorporation or Organization) Identification No.) Meridian Center II 4 Industrial Way West Eatontown, New Jersey 07724 (Address, including Zip Code, of Registrant's Principal Executive Offices) ------------------- ROBERTS PHARMACEUTICAL CORPORATION 1996 EQUITY INCENTIVE PLAN, AS AMENDED (Full Title of the Plan) ------------------- JOHN T. SPITZNAGEL President and Chief Executive Officer Roberts Pharmaceutical Corporation Meridian Center II 4 Industrial Way West Eatontown, New Jersey 07724 (732) 676-1200 (Name, address, including zip code, and telephone number, including area code, of agent for service) ------------------- Copies to: JOHN A. AIELLO, ESQ. Giordano, Halleran & Ciesla A Professional Corporation P.O. Box 19 125 Half Mile Road Middletown, New Jersey 07748 CALCULATION OF REGISTRATION FEE
Proposed maximum Proposed maximum Title of securities to be Amount to be offering price per aggregate offering Amount of registered registered (2) share (3) price (2) registration fee - ----------------------------------------------------------------------------------------------------------------------- Common Stock, 1,500,000 $27.59375 $41,390,625 $11,507 $.01 par value (2) - ----------------------------------------------------------------------------------------------------------------------- Options to purchase 1,500,000 ---- ---- ---- Common Stock (1) - ----------------------------------------------------------------------------------------------------------------------- TOTAL REGISTRATION FEE $11,338 - ---------------------------
(1) Under the Roberts Pharmaceutical Corporation 1996 Equity Incentive Plan, as amended (the "Equity Incentive Plan"). (2) This Registration Statement also covers such additional indeterminate numbers of shares as may become issuable pursuant to anti-dilution provisions of the Equity Incentive Plan to adjust for the occurrence of certain corporate transactions or events including, without limitation, a stock split or stock dividend. (3) Estimated in accordance with Rule 457(h) under the Securities Acts of 1933, as amended, solely for purposes of calculating the registration fee and based upon the average of the high and low sales prices of the Common Stock as reported on the American Stock Exchange on August 2, 1999. -2- PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Pursuant to General Instruction E to Form S-8, this registration statement (the "Registration Statement") is being filed by Roberts Pharmaceutical Corporation (the "Registrant") solely to register an additional one million five hundred thousand (1,500,000) shares of the Registrant's Common Stock, $.01 par value per share ("Common Stock"), to be issued upon the exercise of options granted under the Equity Incentive Plan. The following documents are hereby incorporated by reference into this Registration Statement: a currently effective Registration Statement on Form S-8, filed with the Securities and Exchange Commission on November 3, 1998, file number 333-66705; Form 10-K filed by the Registrant with the Securities and Exchange Commission on March 26, 1999; and Form 10-Q filed by the Registrant with the Securities and Exchange Commission on May 11, 1999. The November 3, 1998 registration statement registered an aggregate of 2,000,000 shares of Common Stock, including 1,500,000 shares of Common Stock reserved for issuance under the Equity Incentive Plan. Item 8. Exhibits --------
Exhibit Number Description - ----------------- ------------------------------------------------------------------- 5. Opinion and Consent of Giordano, Halleran & Ciesla, P.C. 23.1 Consent of Ernst & Young LLP 23.2 Consent of PricewaterhouseCoopers LLP 23.3 Consent of Giordano, Halleran & Ciesla, P.C. (filed with Exhibit 5). 24. Power of attorney (filed with signature pages).
-3- SIGNATURES ---------- Pursuant to the requirements of the Securities Act of 1933, the Company certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the Township of Eatontown, State of New Jersey, on the 4th day of August, 1999. ROBERTS PHARMACEUTICAL CORPORATION By: /s/ John T. Spitznagel ----------------------- John T. Spitznagel President and Chief Executive Officer KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints John T. Spitznagel his or her true and lawful attorney-in-fact and agent for him or her and in his or her name, place and stead, in any and all capacities to sign any and all amendments (including post- effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as they might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
Signature Title Date /s/ John T. Spitznagel President, Chief Executive Officer and August 4, 1999 - ------------------------------- Director (Principal Executive Officer) John T. Spitznagel /s/ Peter M. Rogalin Vice President, Treasurer and Chief August 4, 1999 - ------------------------------- Financial Officer (Principal Financial and Peter M. Rogalin Accounting Officer) /s/ Robert A. Vukovich Director August 4, 1999 - ------------------------------- Robert A. Vukovich, Ph.D. /s/ Robert W. Loy Director August 4, 1999 - ------------------------------- Robert W. Loy
-4- Signature Title Date /s/ Digby W. Barrios Director August 4, 1999 - ------------------------------- Digby W. Barrios /s/ Zola P. Horovitz Director August 4, 1999 - ------------------------------- Zola P. Horovitz, Ph.D. /s/ Joseph N. Noonburg Director August 4, 1999 - ------------------------------- Joseph N. Noonburg /s/ Marilyn Lloyd Director August 4, 1999 - ------------------------------- Marilyn Lloyd /s/ Joseph Smith Director August 4, 1999 - ------------------------------- Joseph Smith /s/ Ronald M. Nordmann Director August 4, 1999 - ------------------------------- Ronald M. Nordmann
-5- EXHIBIT INDEX
Exhibit Number Description - ------------------ --------------------------------------------------------------------- 5. Opinion and Consent of Giordano, Halleran & Ciesla, P.C. 23.1 Consent of Ernst & Young LLP 23.2 Consent of PricewaterhouseCoopers LLP 23.3 Consent of Giordano, Halleran & Ciesla, P.C. (filed with Exhibit 5). 24. Power of attorney (filed with signature pages).
-6- EX-5 2 OPINION AND CONSENT OF GIORDANO, HALLERAN, CIESLA EXHIBIT 5 [LETTERHEAD OF GIORDANO, HALLERAN & CIESLA] August 9, 1999 Roberts Pharmaceutical Corporation Meridian Center II 4 Industrial Way West Eatontown, New Jersey 07724 Re: Registration Statement on Form S-8 relating to the Roberts Pharmaceutical Corporation 1996 Equity Incentive Plan, as amended Ladies and Gentlemen: We refer to the Registration Statement on Form S-8 under the Securities Act of 1933, as amended (the "Registration Statement"), filed on this date by Roberts Pharmaceutical Corporation (the "Company") with the Securities and Exchange Commission (the "Commission"), to which this opinion letter is attached as an exhibit, for the registration of an additional 1,500,000 shares of Roberts Pharmaceutical Corporation Common Stock, $.01 par value per share ("Common Stock"), which have been reserved for issuance under the Roberts Pharmaceutical Corporation 1996 Equity Incentive Plan, as amended (the "Equity Incentive Plan"). We have examined the original or a photostatic or certified copy of such documents, records, and other information as we deemed relevant and necessary as the basis for the opinion set forth below. In such examination, we have assumed, the authenticity of each document submitted to us as an original, the conformity to the original document of each document submitted to us as a certified copy or photostatic copy, and the authenticity of the original of each such latter document. In addition, we have assumed, in rendering the opinion set forth below, that any stock certificate evidencing any shares of the Company's Common Stock registered by this Registration Statement, when issued under the Equity Incentive Plan, will have been duly Roberts Pharmaceutical Corporation August 9, 1999 Page 8 executed on behalf of the Company and will have been countersigned by the Company's transfer agent and registered by the Company's registrar prior to its issuance. On the basis of our examination mentioned above, subject to the assumptions stated and relying on statements of fact contained in the documents that we have examined, we are of the opinion that the shares of Common Stock registered pursuant to the Registration Statement have been duly and validly authorized and reserved for issuance and that upon the issuance of such shares in accordance with the provisions of the Equity Incentive Plan, the shares of Common Stock will be validly issued, fully paid and non-assessable. We consent to the filing of this opinion as an exhibit to the Registration Statement. In giving this consent, we do not thereby admit that we are within the category of persons whose consent is required by Section 7 of the Securities Act of 1933, as amended, or the General Rules and Regulations of the Securities and Exchange Commission. Very truly yours, /s/ GIORDANO, HALLERAN & CIESLA A Professional Corporation GIORDANO, HALLERAN & CIESLA A Professional Corporation TDA/kab EX-23.1 3 CONSENT OF INDEPENDENT ACCOUNTANTS, ERNST & YOUNG EXHIBIT 23.1 CONSENT OF INDEPENDENT ACCOUNTANTS We consent to the incorporation by reference in this Registration Statement (Form S-8 No. 333- ) pertaining to the Roberts Pharmaceutical Corporation 1996 Equity Incentive Plan, as amended of our report dated February 16, 1999, with respect to the consolidated financial statements and schedule of Roberts Pharmaceutical Corporation included in its Annual Report (Form 10-K) for the year ended December 31, 1998, filed with the Securities and Exchange Commission. Ernst & Young LLP Metro Park, New Jersey August 3, 1999 EX-23.2 4 CONSENT OF INDEPENDENT ACCOUNTANTS PWHC Exhibit 23.2 CONSENT OF INDEPENDENT ACCOUNTANTS We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated February 5, 1998 (except for the restated segment information in Note 14, as to which the date is March 23, 1999), relating to the consolidated financial statements of Roberts Pharmaceutical Corporation and Subsidiaries as of December 31, 1997 and for each of the two years in the periods ended December 31, 1997 and 1996, which report is included in the Corporation's 1998 Annual Report on Form 10-K. We also consent to the incorporation by reference of our report dated February 5, 1998, except for the restated segment information in Note 14, as to which the date is March 23, 1999, relating to the financial statement schedules, which appears in such Annual Report on Form 10-K. PricewaterhouseCoopers LLP Florham Park, New Jersey August 5, 1999 -----END PRIVACY-ENHANCED MESSAGE-----